Iowa Code Title XII. Business Entities [Chs. 486-504C] § 489.1026. Effect of merger

a. The surviving entity continues or comes into existence.

b. Each merging entity that is not the surviving entity ceases to exist.

c. All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment.

d. All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity.

e. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity.

f. If the surviving entity exists before the merger, all of the following apply:

g. The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding.

h. If the surviving entity exists before the merger, all of the following apply:

i. If the surviving entity is created by the merger, its private organic rules are effective and all of the following apply:

j. The interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 489.1006 and the merging entity's organic law.

a. The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective.

b. The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective.

c. This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph “a” as if the merger had not occurred.

d. The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the operating agreement of the domestic merging limited liability company with respect to any interest holder liability preserved under paragraph “a” as if the merger had not occurred.